Professional Services PIIA Agreement

PROFESSIONAL SERVICES PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

This Professional Services Proprietary Information and Inventions Assignment Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Client Name: , an entity of type Individual Corporation LLC , with principal place of business at ; and Service Provider Name: , an entity of type Individual Corporation LLC , with principal place of business at . Client and Service Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Client desires to retain Provider to perform professional services described herein and Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, in connection with the performance of such services Provider will have access to Client's confidential and proprietary information and may conceive or develop inventions, improvements, and works of authorship; and

WHEREAS, the Parties desire to define their rights and obligations regarding provision of services, protection of proprietary information, ownership and assignment of inventions and work product, and related matters.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Client to Provider, whether oral, written, electronic or other form, including but not limited to business plans, technical data, software, specifications, trade secrets, customer lists, pricing and financial information, and other proprietary materials. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in Provider's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Provider without use of or reference to Confidential Information.

1.2 "Work Product" means all deliverables, inventions, discoveries, developments, designs, improvements, software, documentation, and works of authorship conceived, reduced to practice, prepared, or developed by Provider, alone or with others, in the course of performing Services under this Agreement.

2. SERVICES

Provider shall provide the Services described above in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the Parties. Provider shall comply with Client's reasonable policies to the extent communicated in writing.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or termination as provided herein.

3.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice describing the breach.

4. COMPENSATION; EXPENSES

Provider shall invoice Client in accordance with the Payment Terms. Unless otherwise agreed, amounts due are payable within thirty (30) days of invoice. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY

Provider shall use Confidential Information solely to perform the Services and shall not disclose Confidential Information to any third party except as expressly permitted by Client in writing. Provider shall take all reasonable measures to protect Confidential Information from unauthorized disclosure, at least as protective as those used to protect Provider's own confidential information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

6. INVENTIONS, WORK PRODUCT AND ASSIGNMENT

6.1 Assignment. Provider hereby assigns and agrees to assign to Client, without additional consideration beyond the fees set forth in this Agreement, all right, title and interest in and to any and all Work Product and all intellectual property rights therein that are conceived, developed, reduced to practice, or created by Provider, either solely or jointly with others, in the performance of the Services or that result from the use of Client's Confidential Information.

6.2 Disclosure and Assistance. Provider shall promptly disclose to Client all Work Product and shall execute, at Client's expense, declarations, assignments, and other documents reasonably requested by Client to enable Client to secure and enforce intellectual property rights in the Work Product.

6.3 Background Technology. Provider retains ownership of Provider's pre-existing intellectual property and technologies used in the performance of the Services (Background Technology). Provider hereby grants Client a nonexclusive, perpetual, worldwide, royalty-free license to use any Background Technology to the limited extent necessary to use the Work Product as intended under this Agreement, unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that (a) it has the full power and authority to enter into this Agreement and to perform the Services; (b) the Services will be performed in a professional and workmanlike manner in accordance with industry standards; and (c) to the best of Provider's knowledge, the Work Product will not infringe any valid third party intellectual property rights, provided that Provider's warranty shall not extend to any Client-provided materials, specifications or designs.

8. INDEMNIFICATION

Provider agrees to indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Provider's gross negligence or willful misconduct in performing the Services; or (b) any claim that the Work Product infringes a third party's intellectual property rights, except to the extent such claim arises from Client's materials, directions or modifications.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of Section 5 (Confidentiality) or Section 6 (Inventions and Assignment), neither Party shall be liable to the other for any incidental, consequential, special or punitive damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the Liability Cap.

10. NON-SOLICITATION

During the term of this Agreement and for the Non-Solicitation Period following termination, neither Party shall directly solicit for employment or engagement any employee or contractor of the other Party who was involved in the performance of the Services, provided that general solicitations not targeted at employees of the other Party are permitted.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above, or to such other address as a Party may specify by notice to the other Party in accordance with this Section.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified above, without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14. WAIVER; COUNTERPARTS

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall have the same effect as original signatures.

15. CERTIFICATION

The undersigned representatives each certify that they are duly authorized to execute this Agreement on behalf of the Party for which they sign and that their signature binds that Party to all terms, obligations and duties set forth herein.

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